exv10w3






Exhibit 10.3




STILLWATER MINING COMPANY




 





409A NONQUALIFIED DEFERRED COMPENSATION PLAN

(As Amended and Restated February 15, 2008)




 





 









 





Exhibit 10.3




STILLWATER MINING COMPANY




 





409A NONQUALIFIED DEFERRED COMPENSATION PLAN

(As Amended and Restated January 18, 2008)




 





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	1.
	 	Purpose 	 	 	1	 
	 
	 	 	 	 	 	 
	2.
	 	Definitions 	 	 	1	 
	 
	 	 	 	 	 	 
	3.
	 	Shares Subject to the Plan 	 	 	3	 
	 
	 	 	 	 	 	 
	4.
	 	Administration 	 	 	3	 
	 
	 	 	 	 	 	 
	5.
	 	Participation 	 	 	3	 
	 
	 	 	 	 	 	 
	6.
	 	Participant Deferrals 	 	 	4	 
	 
	 	 	 	 	 	 
	7.
	 	Employer Contributions 	 	 	5	 
	 
	 	 	 	 	 	 
	8.
	 	Terms and Conditions of Deferrals and Settlement 	 	 	6	 
	 
	 	 	 	 	 	 
	9.
	 	Adjustments 	 	 	8	 
	 
	 	 	 	 	 	 
	10.
	 	Compliance with Code Section 409A 	 	 	8	 
	 
	 	 	 	 	 	 
	11.
	 	Investment Risks of Notional Investments 	 	 	9	 
	 
	 	 	 	 	 	 
	12.
	 	General Provisions 	 	 	9	 






 









 






STILLWATER MINING COMPANY




 





409A NONQUALIFIED DEFERRED COMPENSATION PLAN

(As Amended and Restated February 15, 2008)




 





     1. Purpose. The purpose of this 409A Nonqualified Deferred Compensation Plan (the “Plan”) is
to provide to members of a select group of management or highly compensated employees of Stillwater
Mining Company (the “Company”) and its subsidiaries and/or its affiliates who are selected for
participation in the Plan a means to defer receipt of specified portions of compensation and to
have such deferred amounts treated as if invested in specified investment vehicles, to enhance the
competitiveness of the Company’s executive compensation program and, therefore, its ability to
attract and retain qualified key personnel necessary for the continued success and progress of the
Company, and to encourage such persons to retain a significant equity stake in the Company.



     2. Definitions. In addition to the terms defined in Section 1 above, the following terms used
in the Plan shall have the meanings set forth below:



          (a) Account: The account established and maintained by the Company for a Participant
to track deferrals and earnings under the Plan. An Account may include one or more subaccounts, in
order that different distribution elections may apply to different subaccounts. Deferred Shares
and Deferred Cash shall be credited to separate subaccounts. All subaccounts to which Deferred
Shares are credited shall be deemed the Deferred Share Account, and all subaccounts to which
Deferred Cash is credited shall be deemed the Deferred Cash Account. The Account and subaccounts,
and Deferred Shares and Deferred Cash credited thereto, will be maintained solely as bookkeeping
entries by the Company to evidence unfunded obligations of the Company.




          (b) Administrator: The Committee shall administer the Plan, provided that any duty of
the Committee as Administrator may be performed by a committee consisting of the Chief Financial
Officer, Vice President-Human Resources and General Counsel. The Committee may expressly limit the
scope of authority of the Administrator when acting under this delegated authority and the
Committee may designate persons in addition to or in place of those specified officers to serve as
the Administrator.




          (c) Beneficiary: The person, persons, trust or trusts entitled by will or the laws of
descent and distribution to receive the benefits specified under the Plan upon a Participant’s
death, provided that, if and to the extent authorized by the Administrator, a Participant may be
permitted to designate a Beneficiary, in which case the “Beneficiary” instead will be the person,
persons, trust or trusts (if any are then surviving) which have been designated by a Participant in
his or her most recent written beneficiary designation filed with the Administrator to receive the
benefits specified under the Plan upon such Participant’s death. Unless otherwise determined by
the Administrator, a Participant’s designation of a Beneficiary other than the Participant’s spouse
shall be subject to the written consent of the spouse.




          (d) Board: The Board of Directors of the Company.




          (e) Change in Control: A change in ownership or effective control of the Company or
in ownership of a substantial portion of the Company’s assets within the meaning of Code Section
409A(a)(2)(A)(v).




          (f) Committee: The Compensation Committee of the Board. Any function of the
Committee may also be performed by the Board, in which case any reference to the Committee shall be
deemed to include the Board.




Page 1 of 12









 








          (g) Code: The U.S. Internal Revenue Code of 1986, as amended, including regulations
thereunder and successor provisions thereto.




          (h) Deferred Cash: A right credited under the Plan constituting a contractual
commitment of the Company to pay to the Participant, at a future date, cash in settlement of the
right, subject to the terms of the Plan, and compliance with Code Section 409A.




          (i) Deferred Share: A right credited under the Plan constituting a contractual
commitment of the Company to deliver to the Participant, at a future date, one Share in settlement
of the right, subject to the terms of the Plan.




          (j) Disability: A Participant’s becoming “disabled” within the meaning of Code
Section 409A(a)(2)(C).




          (k) Dividend Equivalents: An amount equal to the value of dividends paid on an
outstanding Share, which amount will be paid or credited on Deferred Shares in accordance with
Section 8(b).




          (l) Effective Date: The date on which the Board has approved the Plan and adopted it
on behalf of the Company.




          (m ) Employer Contributions: Amounts credited to a Participant’s Account as a
contribution of the Company or a subsidiary and not representing a direct deferral of compensation
by the Participant. Employer Contributions shall consist of “Employer Matching Contributions” and
“Employer Discretionary Contributions” as specified in Section 7.




          (n) Fair Market Value: As of any given day, the fair market value of a Share
determined in good faith in the same manner as “fair market value” is then determined under the
Company’s 2004 Equity Incentive Plan (or successor to such plan).




          (o) Participant: An employee of the Company or any subsidiary who is eligible to
defer compensation under the Plan and who has currently elected to defer or has previously deferred
compensation under the Plan which has not been distributed.




          (p) Plan Year: The calendar year, provided that the initial Plan Year shall be the
partial year from the Effective Date until December 31, 2006.




          (q) Restricted Stock Units: Awards designated as Restricted Stock Units granted to
Participants under the 2004 Equity Incentive Plan (or successor to such plan).




          (r) Retirement: A Participant’s voluntary termination of employment at or after
attaining age 65 or a Participant’s voluntary termination of employment at or after attaining both
age 55 and five years of service with the Company and its subsidiaries.




          (s) Share: A share of Common Stock, $0.01 par value, of the Company or any securities
or rights into which such Share may be changed by reason of any transaction or event of the type
described in Section 9.




          (t) Trust: Any trust or trusts established by the Company as part of the Plan;
provided, however, that the assets of such trusts shall remain subject to the claims of the
general creditors of the Company.




          (u) Trustee: The trustee of the Trust, as designated from time to time by the Board
or Committee. Initially, the Trustee shall be Investors Bank & Trust Company, Boston, MA.




Page 2 of 12









 








     3. Shares Subject to the Plan. Shares shall be issued or delivered under this Plan as
required to settle Deferred Shares. Shares issued or delivered in settlement of Deferred Shares
resulting from deferral of Restricted Stock Units and Deferred Shares resulting from a any matching
grant under Section 7 will be drawn from and count against the shares reserved and available under
the 2004 Equity Incentive Plan (or successor to such plan) in accordance with the terms of such
plan. Shares shall be reserved by the Company for delivery in connection with Dividend
Equivalents, and drawn for such purpose, out of authorized but unissued shares, unless otherwise
required to comply with applicable requirements of the New York Stock Exchange. If any Deferred
Shares are to be credited at a time insufficient Shares remain available under the Company’s
Certificate of Incorporation and treasury shares or under the 2004 Equity Incentive Plan (or
successor to such plan), Deferred Cash shall be credited to the Participant’s Account rather than
Deferred Shares. In such case, the Committee may permit the reallocation of such Deferred Cash
into Deferred Shares on a one-time basis at such time as Shares have become available. Shares
delivered upon a distribution in settlement of Deferred Shares may be newly issued shares or
treasury shares, as determined by the Company’s General Counsel.



     4. Administration.



          (a) Authority. The Administrator shall administer the Plan in accordance with its
terms, and shall have all powers necessary to accomplish such purpose, including the power and
authority to construe and interpret the Plan, to define the terms used herein, to prescribe, amend
and rescind rules and regulations, agreements, forms, and notices relating to the administration of
the Plan, to make all other determinations necessary or advisable for the administration of the
Plan, and to determine whether to terminate participation of Participants, including Participants
who engage in activities competitive with or not in the best interests of the Company. Any actions
of the Administrator with respect to the Plan and determination in all matters referred to herein
shall be conclusive and binding for all purposes and upon all persons including the Company, the
Administrator and members of the committee serving as such, Participants and employees, and their
respective successors in interest (subject to the Committee’s authority to oversee any person
acting under delegated authority).




          (b) Delegation. The Administrator may appoint agents and delegate thereto powers and
duties under the Plan, except as otherwise limited by the Plan. No member of the committee serving
as Administrator shall be entitled to act on or decide any matter relating solely to himself or
herself or any of his or her rights or benefits under the Plan. No bond or other security shall be
required in connection with the Plan of the Administrator or any member of the committee serving as
Administrator in any jurisdiction.




          (c) Limitation of Liability. The Administrator and each member of any committee
serving as Administrator shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or other employee of the Company or any
subsidiary or affiliate, the Company’s independent certified public accountants, or any executive
compensation consultant, legal counsel, or other professional retained by the Company to assist in
the administration of the Plan. To the maximum extent permitted by law, no person acting for or on
behalf of the Administrator, nor any person to whom ministerial duties have been delegated under
the Plan, shall be liable to any person for any action taken or omitted in connection with the
interpretation and administration of the Plan, except for the willful misconduct or gross
negligence of such member or person.




     5. Participation. The Administrator shall determine those employees of the Company and its
subsidiaries and/or affiliates, from among the senior executives of the Company who qualify as a
select group of management or highly compensated employees (for purposes of the Employee Retirement
Income Security Act of 1974), who will be eligible to participate in the Plan. Such persons shall
be notified of such eligibility by the Company’s Vice President-Human Resources, subject to the
direction of the Administrator. A Participant in a given Plan Year shall be eligible to
participate in the next following Plan Year unless otherwise notified prior to the beginning of the
next following Plan Year. Persons eligible to participate in the Plan in the initial Plan Year
shall be those executive officers identified on Exhibit A hereto.



Page 3 of 12









 





     6. Participant Deferrals. A Participant may elect to defer compensation as specified in this
Section 6.



          (a) Cash Compensation That May Be Deferred. Unless otherwise determined by the
Administrator, cash compensation that may be deferred under the Plan includes earned amounts of
salary, annual incentive (bonus), long-term incentives payable in cash, and, to the extent
specifically authorized by the Administrator, other cash compensation (including any form of cash
compensation that the Participant would be permitted to defer under any Company 401(k) plan).
Amounts that may be deferred in a given Plan Year shall be up to 60% of salary and, unless
otherwise determined by the Administrator, up to 100% of cash compensation other than salary. The
minimum deferral of cash compensation shall be the greater of 1% of cash compensation or $1,000 per
Plan Year.




          (b) Equity Awards That May Be Deferred. To the extent specifically authorized by the
Administrator (and any governing body with authority over the particular equity award plan), equity
awards that may be deferred under the Plan include Stock-denominated awards (including Stock
payouts and other property) to be received from the Company or a subsidiary or affiliate under the
2004 Equity Incentive Plan (or successor to such plan). Such deferrals will result in the
crediting of a number of Deferred Shares equal to the number of shares of Stock that would have
been deliverable in the absence of deferral. Amounts that may be deferred in a given Plan Year
shall be, unless otherwise determined by the Administrator, up to 100% of the deferrable types of
awards. There is no minimum deferral amount for equity award deferrals.




          (c) Vesting and Forfeiture of Participant Deferrals. Participant deferrals of cash
compensation shall be fully vested and non-forfeitable at the time of deferral. This shall not
result in the vesting of any incentive or other award that is subject to vesting under an incentive
plan. Rather, deferrals of such amounts shall be deemed to occur for purposes of the Plan at the
time such payments vest under such other incentive plan. Equity awards likewise shall vest and
become non-forfeitable only in accordance with the terms of the applicable plan and any other
agreement or document governing such awards. For administrative purposes, equity awards may be
treated as deferred under the Plan prior to such vesting, with the understanding that such awards
shall remain subject to the risk of forfeiture and all other terms of the equity award other than
distribution terms necessarily changed by virtue of the deferral of the award under the Plan. Any
acceleration of vesting of such awards shall be governed by the terms and administration of the
plan under which such equity award was granted, and any such acceleration of vesting shall be
permitted only to the extent that it does not include or result in an acceleration of distributions
not otherwise permissible under Code Section 409A.




          (d) Elections.





	 	(i)	 	Elections Irrevocable. Once an election form, properly completed, is
received by the Company, the elections of the Participant shall be irrevocable;
provided, however, that (i) the Administrator may in its discretion
determine that elections are revocable until the deadline specified for the filing
of such election; (ii) a Participant may elect a further deferral of amounts
credited to a Participant’s Account by filing a later election form in accordance
with Section 6(e); (iii) a Participant may change distribution elections in
accordance with regulations promulgated under Code Section 409A during any
transition period permitted thereunder; (iv) deferral elections in a given Plan Year
may be suspended if and to the extent permitted under Section 8(h); and (v) to the
extent determined by the Administrator, a Participant’s deferrals under the Plan
shall cease during the period deferrals cease under the Company’s qualified 401(k)
plan as required by the terms of the Company’s qualified 401(k) plan as it relates
to a Participant’s request for a hardship withdrawal from the 401(k) plan.




Page 4 of 12









 












	 	(ii)	 	Date of Election. An election to defer compensation or awards hereunder
must be received by the Administrator on or before any applicable deadline under
Code Section 409A and on or before any earlier deadline date specified by or at the
direction of the Administrator. Under no circumstances may a Participant defer
compensation or awards to which the Participant has attained, at the time of
deferral, a legally enforceable right to current receipt of such compensation or
awards. Unless otherwise determined by the Administrator, the following election
deadlines shall apply:






	 	•	 	At such time as an executive officer is first eligible to participate in
the Plan, such executive officer may file an election to defer compensation
up to 30 days after such first eligibility, but such election shall be
irrevocable when filed and may not apply to compensation for services
performed prior to the filing of the election;
	 
	 	•	 	An election may be filed on or before the last day of the calendar year
to defer any compensation that will be earned entirely by services
performed in the next year or thereafter;
	 
	 	•	 	Any deadline for elections specified under the transition rules in
regulations promulgated under Code Section 409A shall apply to such
elections, which may be made to the fullest extent permitted thereunder;
and
	 
	 	•	 	Any election to defer performance-based compensation may, if permitted
under Code Section 409A(a)(4)(B)(iii), be filed no later than six months
before the end of the performance period, provided that the performance
period is at least 12 months in length.






	 	(iii)	 	Unique Plan Year Deferral Elections. Unless otherwise determined by the
Administrator (and announced in advance), deferral elections filed with respect to a
given Plan Year will not apply to compensation earned in a subsequent Plan Year.





          (e) Redeferral. A Participant will be permitted to elect to further defer the
distribution of the balance of his or her Account to the extent permitted and in accordance with
the requirements of Code Section 409A(a)(4)(C) and regulations promulgated under Code Section 409A,
including the requirement that (i) a redeferral election may not take effect until at least 12
months after such election is filed with the Company, (ii) an election to further defer a
distribution (other than a distribution upon death, disability or an unforeseeable emergency) must
result in the first distribution subject to the election being made at least five years after the
previously elected date of distribution, and (iii) any redeferral election affecting a distribution
at a fixed date must be filed with the Company at least 12 months before the first scheduled
payment under the previous fixed date distribution election.




     7. Employer Contributions.



          (a) Employer Matching Contributions. Unless otherwise determined by the Committee,
the Company shall make Employer Matching Contributions to the Account of each Participant at times
determined by the Administrator. For each Plan Year, the amount of Employer Matching Contributions
under this Plan in respect of a Participant shall be the amount that, together with any matching
contribution to the Participant’s account under any 401(k) plan of the Company, equals 100% of the
aggregate of the Participant’s contributions under such 401(k) plan plus deferrals of cash
compensation under this Plan for the calendar year up to a maximum of 6% of the Participant’s
compensation for the calendar year. For this purpose, the Participant’s deferrals and the
Participant’s compensation shall include those types of compensation eligible for the Participant
to contribute under any such 401(k) plan plus 409A deferrals (without regard to any limit on the
amount of such compensation that may be contributed under the 401(k) plan). Unless otherwise
determined by the Committee or Administrator, the Employer Matching Contribution shall be made only
to a Participant who has participated in any available Company 401(k) plan to the maximum extent
permitted in the applicable calendar year. The Committee may determine the form of such Employer
Matching Contributions (Deferred Cash or Deferred Shares).




Page 5 of 12









 








          (b) Employer Discretionary Contributions. Unless otherwise determined by the
Committee, the Company may make Employer Discretionary Contributions to the Account of each
Participant at such times and in such form and amount as may be determined by the Committee.
Employer Discretionary Contributions shall be subject to such terms and conditions as may be
specified by the Committee. The Committee may determine the form of such Employer Discretionary
Contributions.




          (c) Vesting and Forfeiture of Employer Contributions. Employer Matching Contributions
shall be subject to forfeiture to the same extent and the related matching contributions under the
applicable 401(k) plan are forfeitable (generally, upon specified terminations of employment before
the Participant has three years of service as measured under the terms of the applicable 401(k)
plan). Accordingly, Employer Matching Contributions to a Participant’s Account shall be deemed
vested at such time as this risk of forfeiture has lapsed. Employer Discretionary Contributions
shall be subject to such risk of forfeiture and vesting terms as shall be determined by the
Committee. In addition to any terms relating to acceleration under the applicable 401(k) plan
(relating to Employer Matching Contributions) and as specified by the Committee (relating to
Employer Discretionary Contributions), any acceleration of vesting of Employer Contributions shall
be permitted only to the extent that it does not include or result in an acceleration of
distributions not otherwise permissible under Code Section 409A.




          (d) Elections. Any elections as to deferrals or redeferrals of Employer Contributions
shall be subject to the provisions of Sections 6(d) and (e).




     8. Terms and Conditions of Deferrals and Settlements.



          (a) Establishment; Crediting of Amounts Deferred. The Company will establish and
maintain an Account for each Participant. The amount of compensation or awards deferred with
respect to each Account will be credited to such Account as of the date on which such amounts would
have been paid to the Participant but for the Participant’s election to defer receipt hereunder,
unless otherwise determined by the Administrator. With respect to any fractional shares of Stock
or Stock-denominated awards, the Administrator shall determine whether to credit a fraction of a
Deferred Share, to pay cash in lieu of the fractional share or carry forward such cash amount under
the Plan, round to the nearest whole Deferred Share, round to the next whole Deferred Share, or
round down to eliminate the fractional Deferred Share or otherwise make provision for the
fractional Share. With respect to Cash Deferrals, amounts of hypothetical income and appreciation
and depreciation in value of such account will be credited and debited to, or otherwise reflected
in, such Account from time to time. Unless otherwise determined by the Administrator (including
under Section 8(e)), Deferred Cash shall be deemed invested in a hypothetical investment as of the
date of deferral.




          (b) Payment or Crediting of Dividend Equivalents. Whenever dividends are paid or
distributions made with respect to Shares, a Participant to whom Deferred Shares are then credited
hereunder shall be entitled to Dividend Equivalents in an amount equal to the cash amount of the
dividend paid or fair value of property other than Shares distributed on a single Share multiplied
by the number of Deferred Shares (including any fractional Deferred Share) credited to his or her
Account as of the record date for such dividend or distribution. Dividend Equivalents will be
credited as a cash amount to the account maintained for the Participant and converted into
additional Deferred Shares at a date in each calendar quarter on or after the dividend payment
date, which conversion date shall be designated by the Administrator. In the alternative, the
Company may elect to credit Dividend Equivalents as Deferred Cash (i.e., not deem them reinvested
in additional Deferred Shares) or vary the timing of any conversion of Dividend Equivalents into
additional Deferred Shares in order minimize the administrative burden of reporting Participants’
transactions on Form 4 under Section 16 of the U.S. Securities Exchange Act of 1934 or otherwise to
promote the purposes and administrative efficiency of the Plan. In the case of a dividend of
Shares, an equal number of Deferred Shares will be credited to the Participant’s Account at the
dividend payment date on each Deferred Share credited to such Account at the record date. Any
Deferred Shares or Deferred Cash resulting under this Section 8(b) shall be subject to the same
terms and date of distribution in all cases as the Deferred Shares to which the Dividend
Equivalents related. In the



Page 6 of 12









 






case of Deferred Shares relating to an equity award, the method and
terms of crediting Dividend Equivalents may be modified to conform to the method and terms of such crediting under the
Plan or award agreement governing the equity award.




          (c) Notional Investments of Deferred Cash. Amounts of hypothetical income and
appreciation and depreciation in value of Deferred Cash will be credited and debited to, or
otherwise reflected in, the Participant’s Account from time to time.





	 	(i)	 	Subject to other applicable provisions of the Plan, Deferred Cash shall be
deemed to be invested, at the Participant’s direction, in one or more notional
investment vehicles (i.e., hypothetical investments) from a list of permitted notional
investments specified from time to time by the Administrator. Subject to any rules and
restrictions as the Administrator may specify, a Participant may reallocate Deferred
Cash out of one notional investment vehicle and into another, except that Deferred Cash
may not be reallocated into Deferred Shares. Amounts allocated out of one notional
investment and into another shall be based on the fair market value of such notional
investment at the reallocation date (or as near as practicable to the reallocation
date, as determined by the Administrator), except as otherwise provided under Section
8(e).
	 
	 	(ii)	 	The Administrator may change or discontinue any notional investment vehicle
available under the Plan in its discretion; provided, however, that each affected
Participant shall be given the opportunity to reallocate his or her Deferred Cash
previously deemed invested in a discontinued notional investment among the other
notional investment vehicles.





          (d) No Reallocation of Deferred Shares. Amounts credited as Deferred Shares to a
Participant’s Account may not be reallocated or deemed reinvested in any other notional investment
vehicle, but shall remain as Deferred Shares until such time as the Account is distributed in
accordance with Section 7(e).




          (e) Trusts. The Administrator may, in its discretion, establish one or more Trusts
(including sub-accounts under such Trust(s)), and deposit therein amounts of cash, Stock, or other
property not exceeding the amount of the Company’s obligations with respect to a Participant’s
Account. In such case, the provisions of Section 8(a) notwithstanding, the amounts of hypothetical
income and appreciation and depreciation in value of such Account shall be equal to the actual
income on, and appreciation and depreciation of, the assets in such Trust(s). Other provisions of
this Section 8(e) notwithstanding, the timing of allocations and reallocations of assets in such an
Account, and the investment vehicles available with respect to the Deferred Cash portion of the
Account, may be varied to reflect the timing of actual investments of the assets of such Trust(s)
and the actual investments available to such Trust(s).




          (f) Form of Distributions. The Company will distribute a Participant’s Account, and
discharge all of its obligations to pay deferred compensation under the Plan with respect to such
Account, as follows:





	 	(i)	 	With respect to a Deferred Cash balance, payment of cash; provided, however,
that if the Company owns fully liquid assets that match a Participant’s notional
investment in the Account at the time of distribution, the Administrator may authorize
the distribution of those assets so long as such distribution represents a payment of
value to the Participant comparable to cash and does not otherwise result in adverse
tax or other consequences to the Participant;
	 
	 	(ii)	 	with respect to Deferred Shares, by delivery of one Share for each Deferred
Share then being distributed.




Page 7 of 12









 











          (g) Timing of Distributions. Except to the extent distribution alternatives may be
limited under applicable law or upon a determination by the Administrator, distributions of a
Participant’s Account will be made in a single lump sum or in annual installments the latest of
which is not more than ten years after Participant’s separation from service (within the meaning of
Code Section 409A) due to Retirement or five years after commencement of installment distributions
at any other date, with such distributions commencing at either:





	 	•	 	a fixed date elected by the Participant
	 
	 	•	 	a date fixed in relation to the Participant’s separation from service
(within the meaning of Code Section 409A)
	 
	 	•	 	the Participant’s Disability
	 
	 	•	 	a date fixed in relation to a Change in Control
	 
	 	•	 	the Participant’s death
	 
	 	•	 	in connection with an unforeseeable emergency under Section 8(h).




A distribution for any reason other than Retirement, Disability or death will result in an
automatic lump sum distribution, as will a Change in Control of the Company if such election has
been made at the time of the Participant’s initial deferral election, provided that,
notwithstanding such deferral election, the delivery of such lump sum payment to Participant may be
delayed by the Company to the extent necessary to comply with Code Section 409A of the Code.



Unless limited by the Administrator, distributions may be elected differently by Participant for
different subaccounts, and distributions may be elected at the earlier of or later of permitted
distribution dates. If installments have been elected but the Participant’s Account balance
(together with all other amounts credited to the Participant under all plans with which this Plan
is aggregated under Code Section 409A) is less than $10,000 in value (including both Deferred Cash
and Deferred Shares) at the date of the first installment, the Account will instead be paid as a
single lump sum.




          (h) Unforeseeable Emergency. In the event a Participant has an unforeseeable
emergency, as defined under Code Section 409A, the Participant will be permitted to receive an
unscheduled distribution of his Account, to the extent permitted under Code Section 409A.




     9. Adjustments.



     The Administrator shall adjust the number of Deferred Shares credited to each Participant and
the kind of Shares deliverable in settlement thereof as determined in good faith in its sole
discretion in order to prevent dilution or enlargement of the rights of Participants that otherwise
would result from any stock dividend, extraordinary dividend of cash or other property, stock
split, reverse stock split, combination of shares, recapitalization or other change in the capital
structure of the Company, merger, consolidation, spin-off, reorganization, partial or complete
liquidation, issuance of rights or warrants to purchase securities or any other corporate
transaction or event having an effect similar to any of the foregoing (in each case taking into
account any Dividend Equivalents credited to a Participant in connection with such transaction).
The Administrator retains discretion under the Plan to provide for alternative treatment of
fractional Deferred Shares, in order to promote efficient administration of the Plan. In addition,
the Committee shall retain the authority to terminate deferrals under the Plan during the 12-month
period following a Change in Control, to the fullest extent permitted under Code Section 409A.



     10. Compliance with Code Section 409A.



     Other provisions of this Plan notwithstanding, deferrals under this Plan shall comply with the
requirements under Code Section 409A and, in accordance with U.S. federal income tax laws and
Treasury Regulations (including proposed regulations) as presently in effect or hereafter
implemented,
(i) if the timing of any distribution under this Plan would result in a Participant’s constructive
receipt of income or tax penalties prior to such distribution, the distribution will be the
earliest date after the specified



Page 8 of 12









 







payment date that distribution can be effected without resulting in such constructive receipt; (ii)
the Company shall have no authority to accelerate any payment hereunder except as permitted under
Code Section 409A and regulations thereunder; and (iii) any rights of the Participant or retained
authority of the Company with respect to deferrals hereunder shall be automatically modified and
limited to the extent necessary so that the Participant will not be deemed to be in constructive
receipt of income relating to the deferrals prior to the payment and so that the Participant shall
not be subject to any penalty under Code Section 409A.



     11. Investment Risk of Notional Investments.



     The amount distributable in settlement of a Participant’s Account will equal the value of the
Account (or distributable portion thereof) at the time of distribution. The value of an Account
will vary over time based on the changes in value and investment returns of the notional
investments in which the Account balance is deemed invested. The Company will not guarantee the
value of the Account, and thus the amount distributable from the Account may be less than the
amounts originally deferred. The Plan permits the Participant to freely choose the amount and
timing of the deferrals, whether cash deferrals will be deemed invested in Deferred Shares or
Deferred Cash, and the notional investments for portions of deferrals in the form of Deferred Cash.
The Company, its subsidiaries and affiliates, and its and their directors, officers, stockholders,
employees and agents, have not and will not advise a Participant with respect to whether or how
much to defer under the Plan, whether to defer as Deferred Shares or Deferred Cash, and whether
Deferred Cash should be deemed invested in any particular notional investment. A Participant will
bear the full risk with respect to these decisions and with respect to any decline in the value of
Deferred Shares or notional investments relating to Deferred Cash and any failure of these
investments to appreciate at a rate deemed satisfactory by the Participant. The Participant will
be solely responsible for determining the suitability of such notional investments. The Company
recommends that each Participant consult with his or her own investment advisors regarding
investment decisions with respect to the Account.



     12. General Provisions.



          (a) Successors and Assigns. All obligations of the Company under the Plan shall be
binding on any successor of the Company. The Plan shall be binding on all successors and assigns
of a Participant, including without limitation, the estate of a Participant and the executor,
administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative
of the Participant’s creditors, or any designated beneficiary.




          (b) Amendments. The Plan may be amended from time to time by the Board or the
Administrator; provided, however, that the Administrator may not amend the Plan without Board
approval if such amendment would broaden eligibility, materially increase benefits to Participants
or the cost of the Plan to the Company, or require shareholder approval under applicable law or
stock exchange rules. The Administrator may amend any agreement or otherwise take action that
would affect a Participant’s Account or rights hereunder, provided that no such amendment or action
may materially adversely affect a Participant’s rights without the consent of the Participant.




          (c) Nontransferability of Awards. Rights of a Participant relating to his or her
Account shall not be transferable or assignable by the Participant otherwise than by will or the
laws of descent and distribution, or in accordance with a beneficiary designation in effect at the
time of the Participant’s death.




          (d) Statements. The Administrator will furnish statements, at least once each
calendar year, to each Participant reflecting the amounts credited to a Participant’s Accounts,
transactions therein since the date reported on in the last previous statement, and other
information deemed relevant by the Administrator.




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          (e) Nonexclusivity of the Plan. The adoption of the Plan by the Board shall not be
construed as creating any limitations on the power of the Board or Committee to adopt such other
compensatory arrangements as it may deem desirable.




          (f) No Right to Continued Employment. The Plan shall not confer upon any Participant
any right with respect to continuance as an employee or otherwise in service to the Company, nor
shall it interfere in any way with any right the Company would otherwise have to terminate a
Participant’s service at any time.




          (g) Legal Compliance. The Company shall have no obligation to settle any
Participant’s Account until all legal and contractual obligations of the Company relating to
establishment of the Plan and such settlement shall have been complied with in full. In addition,
the Company shall impose such restrictions on Shares delivered to a Participant hereunder and any
other interest under the Plan constituting a security as it may deem advisable in order to comply
with the Securities Act of 1933, as amended, the requirements of the New York Stock Exchange or any
other stock exchange or automated quotation system upon which the Shares are then listed or quoted,
any provision of the Company’s Certificate of Incorporation or By-laws, or any other law,
regulation, or binding contract to which the Company is a party.




          (h) Choice of Law. This Plan and all related agreements and elections shall be
construed in accordance with and governed by the laws of the State of Montana, without regard to
principles of conflict of laws, and applicable federal law.




          (i) Tax Withholding. The Company and any subsidiary or affiliate shall have the right
to deduct from amounts otherwise payable by the Company or any subsidiary or affiliate to the
Participant, including compensation not subject to deferral as well as amounts payable hereunder in
settlement of the Participant’s Account, any sums that federal, state, local or foreign tax law
requires to be withheld with respect to the deferral of compensation hereunder, transactions
affecting the Participant’s Account, and payments in settlement of the Participant’s Account,
including FICA, Medicare and other employment taxes. Shares may be withheld to satisfy such
obligations in any case where taxation would be imposed upon the delivery of shares, except that
shares issued or delivered under any plan, program, employment agreement or other arrangement may
be withheld only in accordance with the terms of such plan, program, employment agreement or other
arrangement and any applicable rules, regulations, or resolutions thereunder.




          (j) Right of Setoff. The Company or any subsidiary may, to the extent permitted by
applicable law, deduct from and set off against any amounts the Company or a subsidiary may owe to
the Participant from time to time, including amounts payable in connection with Participant’s
Account, owed as wages, fringe benefits, or other compensation owed to the Participant, such
amounts as may be owed by the Participant to the Company, although the Participant shall remain
liable for any part of the Participant’s payment obligation not satisfied through such deduction
and setoff; provided, however, that this setoff may occur only at the date on which the amount
would otherwise be distributed to the Participant (as required to satisfy Code Section 409A). By
electing to participate in the Plan and defer compensation hereunder, the Participant agrees to any
deduction or setoff under this Section 12(j). Notwithstanding the foregoing provisions of this
Section 12(j), in no event may such deductions and offsets exceed $5,000 in the aggregate in any
taxable year of the Company or otherwise violate the requirements set forth in Treasury Regulation
1.409A-3(j)(4)(xiii).




          (k) Receipt and Release. Payments (in any form) to any Participant or Beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of
all claims for the compensation or awards deferred and relating to the Account to which the
payments relate against the Company or any subsidiary or affiliate, and the Administrator may
require such Participant or Beneficiary, as a condition to such payments, to execute a receipt and
release to such effect. In the case of any payment under the Plan of less than all amounts then
credited to an account in the form of Deferred
Shares, the amounts paid shall be deemed to relate to the Deferred Shares credited to
the account at the earliest time.




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          (l) Unfunded Status. The Plan is intended to constitute an “unfunded” plan for
deferred compensation and Participants shall rely solely on the unsecured promise of the Company
for payment hereunder. With respect to any payment not yet made to a Participant under the Plan,
nothing contained in the Plan shall give a Participant any rights that are greater than those of a
general unsecured creditor of the Company; provided, however, that the Administrator may
authorize the creation of Trusts, including but not limited to the Trusts referred to in Section 8
hereof, or make other arrangements to meet the Company’s obligations under the Plan, which Trusts
or other arrangements shall be consistent with the “unfunded” status of the Plan.




          (m) Effectiveness of the Plan and Plan Termination. The Plan shall become effective
as of February 1, 2006. The Plan will terminate at such time as may be determined by the Board;
provided, however, that upon termination of the Plan, amounts will remain distributable in
accordance with the terms of the Plan as in effect immediately before the termination except to the
extent otherwise permitted under Code Section 409A.




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Exhibit A




STILLWATER MINING COMPANY




 





409A NONQUALIFIED DEFERRED COMPENSATION PLAN

(As Amended and Restated February 15, 2008)




 





Executive Officers Eligible to Participate in 2008 Plan Year




	 	 	 
	McAllister, Francis R.

	 	Chairman of the Board and Chief Executive Officer
	Struble, Greg R.

	 	Executive Vice President and Chief Operating Officer
	Wing, Gregory A.

	 	Vice President and Chief Financial Officer
	Stark, John R.

	 	Vice President, Human Resources, Secretary and General Counsel
	Ackerman, Terrell I.

	 	Vice President, Planning and Processing Operations







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